NATURAL ALTERNATIVES INTERNATIONAL INC
10-Q, 1998-11-16
PHARMACEUTICAL PREPARATIONS
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                         Commission file number 0-15701


                    NATURAL ALTERNATIVES INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)



Delaware                                                          84-1007839
(State of other jurisdiction of incorporation               (I.R.S. Employer
or organization)                                         Identification No.)

              1185 LINDA VISTA DRIVE, SAN MARCOS, CALIFORNIA 92069
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (760) 744-7340
              (Registrant's telephone number, including area code)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X]         No  [ ]



                                    5,887,375

              (Number of shares of common stock of the registrant
                       outstanding as of October 30,1998)


                                       1
<PAGE>   2

                    NATURAL ALTERNATIVES INTERNATIONAL, INC.
                         PART I - FINANCIAL INFORMATION

                                 BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                          September 30       June 30
                                                             1998             1998
                                                          -----------      -----------
                                                          (unaudited)
<S>                                                        <C>              <C>        
Current Assets:

    Cash and cash equivalents                              $ 5,282,807      $ 4,714,212
    Accounts receivable - less allowance for doubtful
      accounts of $953,000 at September 30, 1998 and
      $1,073,000 at June 30, 1998                            7,687,744       12,558,731
    Inventories                                             11,956,080       11,504,936
    Notes receivable - current portion                         398,199          399,307
    Prepaid expenses                                         1,035,652          594,054
    Deferred income taxes                                      745,000          854,000
    Deposits                                                   571,338          641,573
    Other current assets                                       567,985          229,308
                                                           -----------      -----------
           Total Current Assets                             28,244,805       31,496,121
                                                           -----------      -----------

Property and equipment, net                                 11,640,666       10,531,865
                                                           -----------      -----------

Other Assets:

    Investments                                                 54,224           61,971
    Notes receivable, less current portion                     177,179          160,273
    Other noncurrent assets, net                               740,499          737,049
                                                           -----------      -----------

           Total Other Assets                                  971,902          959,293
                                                           -----------      -----------

TOTAL ASSETS                                               $40,857,373      $42,987,279
                                                           ===========      ===========
</TABLE>



                                       2
<PAGE>   3

                    NATURAL ALTERNATIVES INTERNATIONAL, INC.
                         PART I - FINANCIAL INFORMATION

                           BALANCE SHEETS (continued)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                             September 30        June 30
                                                                1998              1998
                                                            ------------       ------------
                                                             (unaudited)
<S>                                                         <C>                <C>         
Current Liabilities:
    Accounts payable                                        $  7,508,166       $ 12,301,859
    Current installments of long-term debt                        47,465             46,501
    Current installments of capital lease obligation              16,650             23,542
    Income taxes payable                                         808,539            378,055
    Accrued compensation and employee benefits                   312,018            438,242
                                                            ------------       ------------

           Total Current Liabilities                           8,692,838         13,188,199

Deferred income taxes                                            391,000            500,000
Long-term debt, less current installments                        965,147            977,375
Long-term pension liability                                      662,564            662,564
                                                            ------------       ------------

           Total Liabilities                                  10,711,549         15,328,138
                                                            ------------       ------------

Stockholders' Equity:
    Preferred stock; $.01 par value; 500,000 shares
     authorized; none issued or outstanding                           --                 --
    Common stock; $.01 par value; 8,000,000 shares
     authorized; issued and outstanding 5,887,375 at
     September 30, 1998 and 5,768,209 at June 30, 1998            58,874             57,682
    Additional paid-in capital                                10,730,289          9,756,822
    Retained earnings                                         19,412,549         17,892,778
    Accumulated other comprehensive income                       (55,888)           (48,141)
                                                            ------------       ------------

           Total Stockholders' Equity                         30,145,824         27,659,141
                                                            ------------       ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $ 40,857,373       $ 42,987,279
                                                            ============       ============

</TABLE>

                   See accompanying notes to unaudited financial statements.




                                       3
<PAGE>   4

                    NATURAL ALTERNATIVES INTERNATIONAL, INC.
                         PART I - FINANCIAL INFORMATION

                             STATEMENTS OF EARNINGS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                      For the Three Months Ended
                                             September 30
                                    -------------------------------
                                        1998               1997
                                    ------------       ------------
<S>                                 <C>                <C>         
Net sales                           $ 16,985,802       $ 12,032,576

Cost of goods sold                    12,331,693          8,871,222
                                    ------------       ------------

 GROSS PROFIT                          4,654,109          3,161,354

Selling, general &
  administrative expenses              2,173,115          2,206,644
                                    ------------       ------------

 INCOME FROM OPERATIONS                2,480,994            954,710
                                    ------------       ------------

Other income (expense):
  Interest income                         59,677             35,800
  Interest expense                       (21,900)           (30,090)
                                    ------------       ------------

                                          37,777              5,710
                                    ------------       ------------

EARNINGS BEFORE INCOME TAXES           2,518,771            960,420

Income taxes                             999,000            362,000
                                    ------------       ------------

              NET EARNINGS          $  1,519,771       $    598,420
                                    ============       ============


NET EARNINGS PER COMMON SHARE:

Basic                               $       0.26       $       0.11
                                    ============       ============

Diluted                             $       0.25       $       0.11
                                    ============       ============
</TABLE>



            See accompanying notes to unaudited financial statements.



                                       4
<PAGE>   5
                    NATURAL ALTERNATIVES INTERNATIONAL, INC.
                         PART I - FINANCIAL INFORMATION

                       STATEMENT OF STOCKHOLDERS' EQUITY
                                  (Unaudited)



<TABLE>
<CAPTION>
                                                                           Accumulated
                            Common Stock       Additional                     Other  
                         -------------------    Paid-In       Retained    Comprehensive
                          Shares      Amount    Capital       Earnings        Income       Total
                         ---------   -------   -----------   -----------   -----------   -----------
<S>                      <C>         <C>       <C>           <C>            <C>          <C>
Balance, June 30, 1998   5,768,209   $57,682    $ 9,756,822   $17,892,778    $(48,141)    $27,659,141

Issuance of common
  stock upon exercise
  of employee stock
  options                  119,166     1,192        574,951            --          --         576,143

Income tax benefit
  from stock options
  exercised                     --        --        398,516            --          --         398,516

Net unrealized loss
  on investments                --        --             --            --      (7,747)         (7,747)

Net earnings                    --        --             --     1,519,771          --       1,519,771 
                         ---------   -------    -----------   -----------    --------     -----------
Balance, 
  September 30, 1998     5,887,375   $58,874    $10,730,289   $19,412,549    $(55,888)    $30,145,824
                         =========   =======    ===========   ===========    ========     ===========
</TABLE>

           See accompanying notes to unaudited financial statements.



                                       5








<PAGE>   6

                    NATURAL ALTERNATIVES INTERNATIONAL, INC.
                         PART I - FINANCIAL INFORMATION

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                For the Three Months
                                                                                 Ended September 30
                                                                                1998            1997
                                                                            ------------   -------------
<S>                                                                        <C>               <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net earnings                                                           $ 1,519,771       $   598,420
    Adjustments to reconcile net earnings to net
    cash provided by (used in) operating activities:
       Bad debt provision                                                       65,000            90,000
       Tax benefit on option exercise                                          398,516                --
       Depreciation and amortization                                           475,275           346,234
       Other                                                                        --            (5,585)
    Changes in operating assets and liabilities:
      (Increase) decrease in:
       Accounts receivable                                                   4,805,987         1,237,199
       Inventories                                                            (451,144)       (1,380,232)
       Prepaid expenses                                                       (441,598)         (293,254)
       Deposits                                                                 70,235           103,180
       Tax refund receivable                                                        --           797,000
       Other assets                                                                 --           (51,790)
      (Decrease) increase in:
       Accounts payable                                                     (4,978,702)       (1,604,113)
       Accrued compensation and employee benefits                             (126,224)          (66,092)
       Income taxes payable                                                    430,824                --
                                                                           -----------       -----------

       Net Cash Provided by (Used in) Operating Activities                  $1,767,600      ($  229,033)




                                                                                     (continued)

</TABLE>



                                       6
<PAGE>   7

                    NATURAL ALTERNATIVES INTERNATIONAL, INC.
                         PART I - FINANCIAL INFORMATION

                      STATEMENTS OF CASH FLOWS (continued)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                  For the Three Months
                                                                   Ended September 30
                                                                  1998            1997
                                                             -------------   -------------
<S>                                                           <C>               <C>         
CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                      ($1,397,876)      ($1,206,991)
    Issuance of notes receivable                                  (22,000)           (4,625)
    Repayment of notes receivable                                   5,031            16,518
    Other assets                                                 (342,127)               --
                                                              -----------       -----------

    Net Cash Used in Investing Activities                      (1,756,992)       (1,195,098)
                                                              -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Payments on long-term debt and capital leases                 (18,156)          (49,209)
    Issuance of common stock                                      576,143             9,750
                                                              -----------       -----------
    Net Cash Provided by (Used in) Financing Activities           557,987           (39,459)
                                                              -----------       -----------

    Net Increase (Decrease) in Cash and Cash Equivalents          568,595        (1,463,590)

    Cash and Cash Equivalents at Beginning of Period            4,714,212         3,469,739
                                                              -----------       -----------

Cash and Cash Equivalents at End of Period                    $ 5,282,807       $ 2,006,149
                                                              ===========       ===========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the quarter for:
    Interest                                                       21,654            25,302
    Income Taxes                                                  493,000                --
Disclosure of non-cash activities:
    Fixed asset purchases in accounts payable                     186,180                --     
</TABLE>




           See accompanying notes to unaudited financial statements.



                                       7
<PAGE>   8

                    NATURAL ALTERNATIVES INTERNATIONAL, INC.
                         PART I - FINANCIAL INFORMATION

                     NOTES TO CONDENSED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

The unaudited financial statements have been prepared in accordance with 
generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments, consisting of a normal recurring
nature considered necessary for a fair presentation, have been included. It is
suggested that these financial statements be read in conjunction with the 
financial statements and notes thereto included in the Company's annual report 
on Form 10-K for the year ended June 30, 1998. The results of operations for the
periods ended September 30, 1998 and 1997 are not necessarily indicative of the
operating results for the full year.

Certain amounts in prior period financial statements have been reclassified to
conform to the current period financial statements.



NOTE 2 - INVENTORIES

Inventories are comprised of the following:
<TABLE>
<CAPTION>

                               September 30           June 30
                                  1998                 1998
                               -----------         -----------
<S>                          <C>                 <C>       
Raw materials                   $7,189,624          $7,049,954
Work in progress                 4,449,735           3,971,315
Finished goods                     316,721             483,667
                               -----------         -----------

                               $11,956,080         $11,504,936
                               ===========         ===========
</TABLE>

NOTE 3 - COMPREHENSIVE NET INCOME

The Company adopted Statement of Financial Accounting Standards No. 130, 
"Reporting Comprehensive Income" (SFAS 130) in the first quarter of fiscal year 
1999. SFAS 130 establishes new standards for the reporting and presentation of 
comprehensive income and its components, however it has no impact on the 
Company's total net income or stockholders' equity. Comprehensive income 
includes a net unrealized loss of $7,747 and zero for the quarters ended 
September 30, 1998 and 1997, respectively, and total comprehensive income was 
$1,512,024 and $598,420 for the quarters ended September 30, 1998 and 1997, 
respectively.


                                       8
<PAGE>   9

                    NATURAL ALTERNATIVES INTERNATIONAL, INC.
                         PART I - FINANCIAL INFORMATION

                     NOTES TO CONDENSED FINANCIAL STATEMENTS


NOTE 4 - NET EARNINGS PER SHARE

In 1998, the Company adopted Statement of Financial Accounting Standards No.
128, "Earnings Per Share" ("SFAS 128"). SFAS 128 requires the presentation of
basic earnings per share, computed using the weighted average number of shares
outstanding during the period, and diluted earning per share, computed using the
additional dilutive effect of all dilutive securities. The dilutive impact of
stock options and warrants account for the additional weighted average shares of
common stock outstanding for the Company's diluted earnings per share
computation. Basic and diluted earnings per share have been calculated as
follows:

<TABLE>
<CAPTION>
                                      For the three months ended September 30
                                      ---------------------------------------
                                          1998                       1997
                                      ------------                -----------
<S>                                    <C>                         <C>      
NUMERATOR:
Net earnings - Numerator for basic 
    and diluted earnings per share -
    income available to common
    shareholders                       $ 1,519,771                 $ 598,420
                                       ===========                 =========    
DENOMINATOR:
Denominator for basic
    earnings per share - weighted
    average shares                       5,831,891                  5,430,916

Effect of dilutive securities -
    employee stock options                 347,217                    228,292
                                       -----------                 ----------  
Denominator for diluted earnings
    per share - adjusted weighted
    average shares and assumed
    conversions                          6,179,108                  5,659,208
                                       ===========                 ==========        
Basic earnings per share                    $ 0.26                     $ 0.11
Diluted earnings per share                  $ 0.25                     $ 0.11

</TABLE>


                                       9
<PAGE>   10

                    NATURAL ALTERNATIVES INTERNATIONAL, INC.
                         PART I - FINANCIAL INFORMATION

                     NOTES TO CONDENSED FINANCIAL STATEMENTS




NOTE 5 - MAJOR CUSTOMERS


The Company had substantial sales to five separate customers during one or more
of the periods shown in the following table. The loss of any of these customers
could have an adverse impact on the Company's revenues and earnings in the
short-term. Sales by customer, representing 10% or more of the respective
period's total sales, are shown below by industry segment.

<TABLE>
<CAPTION>
                                         Three Months Ended
                           September 30, 1998         September 30, 1997
                        ------------------------      -----------------------
  Industry Segment      Sales by Customer  %(a)       Sales by Customer  %(a)
 ---------------------- ---------------- -------      ----------------- -------
<S>                       <C>             <C>         <C>               <C>
Multi-level Distribution:
   Customer 1             $4,966,503         29%       $4,763,331         40%
   Customer 2              3,463,488         20%        2,023,937         17%
   Customer 3               (b)                         1,370,156         11%
   Customer 4               (b)                         1,253,346         10%
                        -------------    -------      ------------    -------
                           8,429,991         49%        9,410,770         78%
Retail Distribution:
   Customer 5              2,922,709         17%          (b)
                        -------------    -------      ------------    -------


                         $11,352,700         67%       $9,410,770         78%
                        =============    =======      ============    =======
</TABLE>

                        (a) Percent of total sales
                        (b) Sales for the period were less than 10% of total
                            sales.
                        (c) Total does not foot due to rounding.


                                       10
<PAGE>   11

                    NATURAL ALTERNATIVES INTERNATIONAL, INC.
                         PART I - FINANCIAL INFORMATION

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Except for the historical information contained herein, the following discussion
contains forward-looking statements that involve risks and uncertainties. The 
Company's actual results could differ materially from those projected in the 
forward-looking statements, including trends in financial performance (such as 
growth in sales and earnings) and financial condition (such as working capital, 
shareholders' equity, and total assets), the timely development and acceptance 
of new nutritional supplement formulations, trends in the nutritional and 
healthcare marketplace, anticipated costs and expenses associated with new 
facilities and additional equipment, availability of financing on reasonable 
terms, the maintenance and diversification of relationships with clients, the 
impact of competitive products and pricing, the impact of government 
regulations, and other risks including those detailed from time-to-time in the 
Company's SEC reports, including the report on Form 10-K for the year ended 
June 30, 1998.

Actual results may differ materially from those projected. These 
forward-looking statements represent the company's judgment as of the date of 
this release. The Company disclaims, however, any intent or obligation to 
update these forward-looking statements.

RESULTS OF OPERATIONS


FIRST QUARTER OF FISCAL 1998 AND 1997

Net sales increased 41.2% or approximately $5.0 million to approximately $17.0
million for the quarter ended September 30, 1998, from approximately $12.0
million for the quarter ended September 30, 1997. The Company added several new
customers subsequent to the first quarter of fiscal 1998 and sales to these
customers was the primary reason for the increase. In addition, an increase in 
sales to certain existing customers through their international distribution 
channels was partially offset by a decrease in sales to other existing 
customers.

Sales of products into international markets increased 23.9% to approximately
$4.5 million for the quarter ended September 30, 1998, from approximately $3.6
million for the quarter ended September 30, 1997. The increase is primarily the
result of existing customers expanding into Asian and European markets.

Income from operations increased 159.9% to approximately $2.5 million for the
quarter ended September 30, 1998, from approximately $1.0 million for the
quarter ended September 30, 1997. This was primarily due to a $1.5 million 
increase in gross profit.

Gross profit margins were 27.4% for the quarter ended September 30, 1998,
compared to 26.3% for the quarter ended September 30, 1997. The increase in
margins was primarily due to purchasing cost efficiencies and efficiencies 
gained through higher production volume.

Selling, general and administrative expenses decreased as a percentage of
revenues to 12.8% for the quarter ended September 30, 1998 from 18.3% for the
quarter ended September 30, 1997. The decrease is due to the increase in sales
noted above while selling, general and administrative expenses remained
consistent in absolute dollars at approximately $2.2 million.

Net earnings increased 154% or $.9 million to approximately $1.5 million for
the quarter ended September 30, 1998 from approximately $.6 for the quarter
ended September 30, 1997. The increase in net earnings was due primarily to
increased sales and improved gross profit margins.

Diluted earnings per share increased 127% for the quarter ended September 30,
1998 to $.25 from $.11 for the quarter ended September 30, 1997.

YEAR 2000 ISSUES

Most computer databases, as well as embedded microprocessors in computer systems
and industrial equipment, have been programmed to use a two-digit number to
represent the year. Computer programs that recognize a date using "00" as the
year 1900 rather than the year 2000 could result in errors or system failures.
Accordingly, all companies must analyze their systems and make the necessary
changes to ensure that automated processes will correctly distinguish between
years before and after the year 2000.



                                       11
<PAGE>   12

                    NATURAL ALTERNATIVES INTERNATIONAL, INC.
                         PART I - FINANCIAL INFORMATION

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)


During the quarter ended September 30, 1998, the Company purchased a new
financial and manufacturing software system which, in management's judgment,
will support the Company's continued growth and expansion. The Company expects
to implement its new computer systems by March 31, 1999; the Company has also
begun an assessment of the potential for Year 2000 problems with embedded
microprocessors in its production equipment. The Company estimates that it will
have incurred approximately $1 million in costs, of which approximately $100,000
will be charged directly to expense, by the end of its 1999 fiscal year to
replace its financial and manufacturing software systems and to remediate or
replace embedded microprocessors in its production equipment. This amount will
be funded from internally generated cash flows.

The Company has received some preliminary information concerning the Year 2000
readiness of some of its vendors of goods and services. It expects to engage in
discussions with its most significant vendors during the balance of 1998 and
1999 in an attempt to determine the extent to which the Company is vulnerable to
those vendors' possible failure to become Year 2000 ready. Furthermore, a
reasonably likely worse case scenario would be if one or more of the Company's
most significant vendors of goods and services, or the suppliers of the
Company's necessary energy, telecommunications and transportation needs,
experienced a material disruption in business and this caused the Company to
experience a material disruption in business. Such a disruption could have a
material adverse effect on the results of operations, liquidity and financial
condition of the Company. The Company is currently developing contingency plans
to address unavoided or unavoidable Year 2000 risks and expects to create such a
plan during the balance of 1998 and 1999.

If some or all of the Company's remediated or replaced internal computer systems
fail to correctly distinguish between years before and after the year 2000, or
if any software applications or embedded microprocessors critical to the
Company's operations are overlooked in the assessment or implementation phases,
there could be a material adverse effect on the Company's results of operations,
liquidity and financial condition of a magnitude which the Company has not yet
fully analyzed.


LIQUIDITY AND CAPITAL RESOURCES

At September 30, 1998, the Company had working capital of approximately $19.7
million and borrowings available under revolving lines of credit of $3.0
million. As of September 30, 1998, there were no borrowings under these lines.

For the quarter ended September 30, 1998, net cash provided by operating
activities was approximately $1.8 million compared to net cash used in 
operating activities of approximately $.2 million for the quarter ended 
September 30, 1997. This increase of approximately $2.0 million was due 
primarily to an  increase in net earnings, a decrease in accounts receivable, 
and an increase in income taxes payable partially offset by decreases in 
accounts payable and the  increase in inventory. Current maturities of 
long-term debt and capital leases  amounted to approximately $64,000 which the 
Company  expects to pay out of  working capital.

The Company has revolving line of credit agreements permitting borrowings up to
$3.0 million, which are secured by the Company's receivables, inventory,
equipment, and vehicles and bear interest at the bank's prime rate. The present
loan agreement with the bank contains financial covenants concerning limitations
on maintenance of debt, certain financial ratio's and other matters, for all of
which the Company is in full compliance as of November 13, 1998. The lines of
credit expire on January 19, 1999; management expects such lines to be renewed
in the normal course of business.


                                       12
<PAGE>   13

                    NATURAL ALTERNATIVES INTERNATIONAL, INC.
                         PART I - FINANCIAL INFORMATION

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)



Capital expenditures for the quarter ended September 30, 1998 amounted to
approximately $1.6 million primarily in connection with the building
improvements in progress at the Company's new headquarters building and the
purchases of additional encapsulation and other production equipment to expand
the Company's output capacity. The Company anticipates capital expenditures of
approximately $12.0 million during fiscal 1999. These planned expenditures
relate primarily to building improvements for the Company's new headquarters
building, which is expected to be occupied in early 1999, and a warehouse and
blending facility, which was leased in August 1998. These expenditures are
expected to be paid from a combination of cash holdings, net cash provided by
operating activities in fiscal 1999, borrowings under the Company's lines of
credit with its bank, and anticipated long term debt or equity financing. If 
these financing alternatives become unavailable, the Company may be required to 
defer or restrict certain commercial activities or delay or eliminate 
expenditures for certain of its potential products and/or markets.

New Accounting Pronouncements

In February 1998, the Financial Accounting Standards Board ("FASB") issued  
Statement of Financial Accounting Standards No. 132, "Employers' Disclosures 
about Pensions and Other Postretirement Benefits." This Statement standardizes 
the disclosure requirements for pensions and other postretirement benefits, 
requires additional information on changes in the benefit obligations and fair 
values of plan assets and eliminates certain disclosures. Restatement of 
disclosures for earlier periods is required. The Company will adopt this 
Statement in its financial statements for the year ending June 30, 1999.

In June 1997, the FASB issued Statement of Financial Accounting Standards No. 
131, Disclosures about Segments of an Enterprise and Related Information" 
("SFAS 131"). SFAS 131 establishes standards for the manner in which public 
business enterprises report information about operating segments and also 
establishes standards for related disclosures about products and services, 
geographic areas, and major customers. These statements are effective for years 
beginning after December 15, 1997. The Company does not expect that the 
adoption of SFAS Nos. 131 and 132 will result in disclosures that will be 
materially different from those previously included in its financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to risks relating to changes in interest rates and stock
market fluctuations.

At September 30, 1998, the Company maintains a portion of its cash and cash
equivalents in financial instruments with original maturities of three months or
less. These financial instruments, principally comprised of government backed
money market funds, are subject to interest rate risk and will decline in value
if interest rates increase. The Company also maintains a short-term investment
portfolio containing common stocks that are subject to market risk. The Company
has not used derivative financial instruments in its investment portfolio.




                                       13
<PAGE>   14

                    NATURAL ALTERNATIVES INTERNATIONAL, INC.
                           PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

The Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, based in part on the
advice of counsel, the ultimate disposition of these matters will not have a
material adverse impact on the Company's consolidated financial position,
operations or cash flows.

ITEM 2. CHANGES IN SECURITIES

During the quarter ending September 30, 1998, 38,390, 61,610, and 19,166 common 
shares were issued pursuant to employee stock option exercises under the 1992 
Incentive Stock  Option Plan, the 1992 Nonqualified Stock Option Plan and the 
1994 Nonqualified  Stock Option Plan, respectively. These shares were issued 
pursuant to an effective registration statement.


ITEM 3. DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES


None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


None.


ITEM 5. OTHER INFORMATION


None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


(a) Exhibits: The following exhibits are filed herewith:


27.0. Financial Data Schedule

27.1  Restated - Financial Data Schedule for the Three Months Ended September
      30, 1997.

(b) No reports on Form 8-K were filed during the quarter ended September 30,
    1998.




                                       14
<PAGE>   15

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



NATURAL ALTERNATIVES INTERNATIONAL, INC.





 MARK A. LE DOUX             Date:  November 13, 1998
- -----------------
Mark A. Le Doux
Chief Executive Officer
Assistant Treasurer





<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-1999
<PERIOD-START>                             JUL-01-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                       5,282,807
<SECURITIES>                                         0
<RECEIVABLES>                                7,687,744
<ALLOWANCES>                                   953,000
<INVENTORY>                                 11,956,080
<CURRENT-ASSETS>                            28,353,805
<PP&E>                                      19,332,069
<DEPRECIATION>                               7,691,403
<TOTAL-ASSETS>                              40,966,373
<CURRENT-LIABILITIES>                        8,692,838
<BONDS>                                        965,147
                                0
                                          0
<COMMON>                                        58,874
<OTHER-SE>                                  30,086,950
<TOTAL-LIABILITY-AND-EQUITY>                40,966,373
<SALES>                                     16,985,802
<TOTAL-REVENUES>                            16,985,802
<CGS>                                       12,331,693
<TOTAL-COSTS>                               14,504,808
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                65,000
<INTEREST-EXPENSE>                              21,900
<INCOME-PRETAX>                              2,518,771
<INCOME-TAX>                                   999,000
<INCOME-CONTINUING>                          1,519,771
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,519,771
<EPS-PRIMARY>                                     0.26<F1>
<EPS-DILUTED>                                     0.25
<FN>
<F1>"EPS-PRIMARY" DENOTES BASIC EPS.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<RESTATED> 
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-1998
<PERIOD-START>                             JUL-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                       2,006,149
<SECURITIES>                                         0
<RECEIVABLES>                                6,669,922
<ALLOWANCES>                                 1,007,000
<INVENTORY>                                  7,071,082
<CURRENT-ASSETS>                            16,892,123
<PP&E>                                      15,312,236
<DEPRECIATION>                               6,191,773
<TOTAL-ASSETS>                              26,617,931
<CURRENT-LIABILITIES>                        5,760,709
<BONDS>                                      1,047,565
                                0
                                          0
<COMMON>                                        54,318
<OTHER-SE>                                  19,253,339
<TOTAL-LIABILITY-AND-EQUITY>                26,617,931
<SALES>                                     12,032,576
<TOTAL-REVENUES>                            12,032,576
<CGS>                                        8,871,222
<TOTAL-COSTS>                               11,077,866
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                90,000
<INTEREST-EXPENSE>                              30,090
<INCOME-PRETAX>                                960,420
<INCOME-TAX>                                   362,000
<INCOME-CONTINUING>                            598,420
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   598,420
<EPS-PRIMARY>                                     0.11<F1>
<EPS-DILUTED>                                     0.11
<FN>
RESTATED PURSUANT TO REGULATION S-K, ITEM 601(c), TO CONFORM TO FASB NO. 128.
<F1>"EPS-PRIMARY" DENOTES BASIC EPS.
</FN>
        

</TABLE>


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